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EXHIBIT 10.28a
AMENDMENT I TO AGREEMENT
BETWEEN COMTEX AND INTELLIGENT INFORMATION INC.
Amendment as of July 1, 1995, to Agreement dated July 1, 1995, by
and between COMTEX and Intelligent Information incorporated (Distributor).
WITNESSETH:
WHEREAS, the Distributor and COMTEX wish to modify the Agreement.
NOW THEREFORE, for good and valuable consideration, and in
consideration of the mutual covenants and conditions herein set forth, and with
the intent to be legally bound thereby, COMTEX and the Distributor hereby agree
to further amend the Agreement as follows:
SECTION: 1. DEFINITIONS
Revise as follows:
e. Resellers. The term "Resellers" means third parties to which Distributor
distributes the Service and which distribute the Service to Users using wireless
technology, subject to the terms and conditions of this Agreement.
SECTION: 2.x. XXXXX OF RIGHTS
Delete first sentence and insert the following:
Subject to the terms and conditions of this Agreement, COMTEX grants Distributor
a nonexclusive license and right to distribute the Service to Resellers as
described in Exhibit E, each of which shall have the right to market the
Service, distribute the Service to Users, and license Users to use the Service
for their internal use.
SECTION: 2.b. RESTRICTIONS ON DISTRIBUTION
Revise as follows:
b.iii. Special Redistribution. Distributor shall license, sell transfer, make
available or otherwise distribute content to any third party who provides such
content to wireless receiving device customers. Where this subparagraph differs
from the other subparagraphs of this section this subparagraph shall prevail.
SECTION: 2.c. USER AGREEMENT
Revise as follows:
Add: Distributor Subscriber Agreement set forth in Exhibit D is a form that
contains provisions substantially equivalent to COMTEX Agreement in Exhibit D.
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SECTION: 3. MARKETING
Revise as follows:
e. Promotion. Insert the term "Resellers and" in front of each occurrence of the
word "Users".
SECTION: 4.d. MODIFICATIONS
Revise as follows:
Insert the term "or forward" after the word "display".
SECTION: 5.b.ii., iii. INVOICES AND DUE DATE
Addition:
If Distributor is able to report actual usage within fifteen (15) days of the
close of each month, the billing procedures identified in Section 5. b, ii.,
iii. shall not apply to Distributor.
SECTION: 5.d. REPORTS
Revise as follows:
Change "Ten (10) days" to "Fifteen (15) days".
SECTION: 5.f. INTEREST
Revise as follows:
Insert at the end of the first sentence ", starting ten (10) days after written
notice."
SECTION: 5.g. AUDIT
Revise as follows:
Insert at the end of the last sentence "or any overages discovered shall be
withheld by Distributor from subsequent monthly payments until balance is
achieved."
SECTION: 5.g. OWNERSHIP
Revise as follows:
Insert "Resellers" after the second appearance of the word "Distributor".
SECTION: 13. LIMITATION OF LIABILITY
Revise as follows:
Insert ", Resellers" after the word "Distributor".
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SECTION: 15. NON-COMPETE
Revise as follows:
Add new sentence "In the event COMTEX fails to provide substantially the same or
more service, and/or if Distributor brought the Information Provider to COMTEX,
and/or COMTEX is unable or unwilling to provide parts or all of an Information
Providers service or feed, then Distributor may contract separately for such
services."
SECTION: 18.b. NO ASSIGNMENT
Revise as follows:
Insert "either" in front of the word "COMTEX" and "or distributor" after the
word "COMTEX".
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